NOTICE OF GENERAL MEETING AND EXPLANATORY NOTES Date: Tuesday, 19 January 2021 Time: 9.00 am (Melbourne time) Location: Due to Federal and State Government restrictions regarding gatherings and COVID-19, the meeting will

NOTICE OF GENERAL MEETING AND EXPLANATORY NOTES

Tuesday, 19 January 2021

9.00 am (Melbourne time)

Due to Federal and State Government

restrictions regarding gatherings and COVID-19, the meeting will be held virtually via web.lumiagm.com/383212198.

IN THIS DOCUMENT YOU WILL FIND:

Enclosed separately is a proxy form with attendance and registration details.

NOTICE OF GENERAL MEETING

The general meeting of Opthea Limited (Opthea or the Company), will be held on Tuesday, 19 January 2021 at 9.00am (Melbourne time).

This notice of general meeting (Notice) should be read in conjunction with the accompanying notes (including in relation to the required voting

majorities, Directors recommendations and voting, voting exclusion statements, appointing the Chair as your proxy, how to vote and proxies), explanatory notes accompanying the resolution(s) to be put to Shareholders and the accompanying proxy

form, all of which are incorporated in, and comprise part of, this Notice.

If you are unable to attend the general meeting, please complete and return

the enclosed proxy form in accordance with the specified directions.

IMPORTANT NOTICE REGARDING ATTENDANCE AND THE VIRTUAL MEETING

Due to the global COVID-19 pandemic, the Company has taken steps to ensure all Shareholders can participate in the

meeting virtually online while maintaining their health and safety and abiding by Federal and State Government requirements and guidelines regarding COVID-19. Shareholders will not be able to attend the

Shareholders do not need to attend the meeting physically in order to cast their votes or to participate in the meeting. Accordingly,

the Company strongly encourages all Shareholders who wish to vote to do so by:

ATTENDING THE MEETING ONLINE

If you choose to participate online on the day of the meeting you will be able to view a live webcast of the meeting, ask the Directors questions online and

submit your vote in real time.

To participate online you will need to visit web.lumiagm.com/383212198 on your smartphone, tablet or computer.

You will need the latest versions of Chrome, Safari, Internet Explorer 11, Edge or Firefox. Please ensure your browser is compatible. For further instructions

on how to participate online please view the online meeting user guide at www.computershare.com.au/virtualmeetingguide.

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That approval is given for all purposes, including for the purpose of ASX Listing Rule 10.14 and sections 200B and 200E of the

Corporations Act, to the issue of 3,000,000 options to Jeremy Levin, to acquire by way of issue upon exercise of the options, a like number of fully paid ordinary shares in the Company, pursuant to the Company s NED Plan, on the terms set out

in the explanatory notes which accompany this Notice.

Note: If approval is given under ASX Listing

Rule 10.14 (which will be an effect of passing the above Resolution), approval is not required under ASX Listing Rules 7.1 and 10.11.

REQUIRED VOTING MAJORITIES

All of the Resolutions require

a simple majority of the eligible votes cast by Shareholders present and voting at the meeting, whether in person, by proxy or attorney, or in the case of corporate Shareholders or proxies, by a natural person representative, to be cast in favour of

the relevant Resolution.

DIRECTORS RECOMMENDATIONS AND VOTING

Resolution 1 Issue of options to Mr Jeremy Levin under the non-executive director share and option plan

Mr Jeremy Levin declines to make a recommendation to Shareholders in relation to Resolution 1 so as to avoid any perceived conflict of interest in

making a recommendation on the issue of options to non-executive Directors pursuant to the NED Plan. Ms Megan Baldwin (being the only Director not eligible to participate in the NED Plan), considers the issue

of options to Mr Jeremy Levin in these circumstances to be appropriate and reasonable and recommends you vote in favour of Resolution 1.

exclusions apply to certain Directors and their associates voting and also to members of the Company s KMP and their Closely Related Parties voting as proxies on Resolution 1. See the section below headed Voting Exclusion Statements

for further details.

VOTING EXCLUSION STATEMENTS

Resolution 1 Issue of options to Mr Jeremy Levin under the non-executive director share and option plan

Listing Rule requirements:

Opthea will disregard

any votes cast in favour of Resolution 1 by:

However, this does not apply to a vote cast in favour of this Resolution by:

Corporations Act requirements:

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of Mr Jeremy Levin (or his nominee(s)) or any of their respective associates.

However, a vote may be cast by such a person if:

Resolution 1 Restrictions on KMP proxy voting

In addition to the voting restrictions specified above, a member of the KMP of the Company and any of their Closely Related Parties must not vote as a proxy on

Resolution 1 unless the proxy appointment specifies the way the proxy is to vote on the Resolution.

However, the restriction outlined in the previous

paragraph does not apply if:

APPOINTING THE CHAIR AS YOUR PROXY

If you appoint the Chair of the meeting as your proxy and you do not specify how the Chair is to vote on a Resolution, the proxy appointment expressly

authorises the Chair to exercise the proxy even if the Resolution may be connected directly or indirectly with the remuneration of a member of the KMP of the Company.

The Chair intends to vote all available and undirected proxies in favour of all Resolutions, subject to the above voting exclusions. In exceptional

circumstances the Chair s intentions may change subsequently. If there is a change to how the Chair intends to vote undirected proxies, the Company will make an immediate announcement to ASX stating that fact and explaining the reasons for the

The meeting will be held via an

online platform provided by Opthea s share registrar, Computershare Investor Services Pty Limited (Computershare) at web.lumiagm.com/383212198, which will provide a reasonable opportunity for Shareholders to participate. Shareholders

attending the meeting via the online platform will be able to hear any discussion, submit written questions and vote. We will endeavour to address appropriate questions at the meeting.

We strongly recommend that Shareholders who wish to participate log in to the online portal at least 15 minutes

prior to the scheduled start time.

More information regarding virtual attendance at the meeting (including how to vote and ask questions) is available at

Shareholders can vote at the meeting:

Opthea has determined that for the

purposes of voting at the meeting or at any adjourned meeting, Shares will be taken to be held by those persons recorded on the register of members at the Voting Entitlement Time (as specified below).

Voting Entitlement Time

In accordance with Regulation

7.11.37 of the Corporations Regulations 2001 (Cth), all securities of the Company that are quoted on ASX at 9.00am (Melbourne time) on Sunday,

17 January 2021 (the Voting Entitlement Time), are taken, for the purposes of the above meeting, to be held by the persons who held them at that

time. Only those persons will be entitled to vote at the meeting on Tuesday, 19 January 2021.

All resolutions will be by poll

Each resolution considered at the meeting will be conducted by a poll, rather than on a show of hands.

When joint holders are named in the

register of members only one joint holder may vote. If more than one of the joint holders is present at the meeting, only the person whose name appears first in the register of members will be entitled to vote. If more than one holder votes at the

meeting, only the vote of the first named of the joint holders in the register of members will be counted.

Voting in person or by attorney

Shareholders or their attorneys wishing to vote in person should attend the meeting and can vote through the online platform.

Voting by corporate representative

Shareholders or proxies wishing to vote by corporate representative should:

If no such evidence is received before the meeting, then the body corporate (through its representative) will

not be permitted to act as your proxy.

Computershare Investor Services Pty Limited

GPO Box Reply Paid 242 Melbourne,

Computershare Investor Services Pty Limited

on 1800 783 447 (within Australia) or; +61 3 9473 2555 (outside Australia).

In the absence of special permission,

the Chair will require that any recording or broadcasting device (including tape recorders, mobile telephones, still cameras and video cameras) and any article which may be dangerous, offensive or liable to cause disruption, be turned off.

QUESTIONS AND COMMENTS BY SHAREHOLDERS AT THE MEETING

Words that are defined in the Glossary have the same meaning when used in this Notice unless the context requires, or the definitions in the Glossary provide,

These explanatory notes accompany and form part of, and should be read together with, the Notice.

At the 2014 Annual General Meeting, Shareholders approved the implementation of the NED Plan under which present and future

non-executive Directors may:

In the interests of retaining